Notice of

Annual Shareholders' Meeting 2024

of Siemens Energy AG on February 26, 2024

siemens-energy.com

2 

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

Agenda Overview, Contents

I. Agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

1.  To receive and consider the adopted Annual Financial Statements of Siemens Energy AG and the approved Consolidated Financial Statements as of September 30, 2023, together with the Combined Management Report of Siemens Energy AG and the Siemens Energy Group as of September 30, 2023, as well as the Report of the Supervisory Board for fiscal year 2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

2.  To resolve on the appropriation of the net income of Siemens Energy AG . . . . . . . . . . . . . . . . 4 3.  To ratify the acts of the members of the Executive Board for the fiscal year 2023. . . . . . . . . . 4 4.  To ratify the acts of the members of the Supervisory Board for the fiscal year 2023. . . . . . . . 4

5.  To resolve on the appointment of the independent auditor for the audit of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2024 and for the review of the Half-year Financial Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

6.  To resolve on the approval of the Compensation Report for fiscal year 2023 prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG) . . . . . . 5

7.  To resolve on elections to the Supervisory Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

8.  To resolve on the compensation for members of the Supervisory Board and related amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

9.  To resolve on the cancellation of the Authorized Capital 2023 with simultaneous creation of a new authorized capital (Authorized Capital 2024) against contributions in cash and/ or in kind with the authorization to exclude subscription rights, and related amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

10.  To resolve on the cancellation of the existing authorization with simultaneous creation of a new authorization for the Executive Board to issue convertible bonds/warrant bonds and to exclude shareholders' subscription rights, the cancellation of the existing Conditional Capital 2023 with the simultaneous creation of a new conditional capital (Conditional Capital 2024), and related amendments to the Articles of Association . . . . . . 10

11.  To resolve on the cancellation of the existing authorization with simultaneous creation

of a new authorization for the Executive Board to acquire and use treasury shares pursuant to Section 71 (1) no. 8 of the German Stock Corporation Act (AktG) and on the exclusion

of subscription and tender rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 II. Reports and annexes on the agenda items  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 III. Further information and details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Siemens Energy AG, Munich

ISIN DE000ENER6Y0, Securities Identification Number ENER6Y

ISIN DE000ENER2N2, Securities Identification Number ENER2N

Notice of Annual Shareholders' Meeting 2024

GMETENR124RS

Munich, December 2023

Chairman of the Supervisory Board: Joe Kaeser

Executive Board: Christian Bruch, President and Chief Executive Officer Members of the Executive Board: Karim Amin, Maria Ferraro, Tim Oliver Holt, Anne-Laure Parrical de Chammard, Vinod Philip

Registered office: Munich, Germany

Commercial registry: München, HRB 252581

siemens-energy.com

This version of the Notice of the Annual Shareholders' Meeting prepared for the convenience of English- speaking readers is a translation of the German original. For purposes of interpretation, the German text shall be authoritative and final.

  • 3

Notice of Annual

Shareholders' Meeting 2024

To Our Shareholders:

NOTICE IS HEREBY GIVEN

that the Annual Shareholders' Meeting of Siemens Energy AG (hereinafter "Siemens Energy AG" or "Company")

will be held on Monday, February 26, 2024, 10:00 a.m. (CET),

as a virtual Shareholders' Meeting without the physical attendance of shareholders or their proxy representatives (except for the proxy representatives nominated by the Company).

Shareholders who have given due notification of attendance and their proxy representatives can connect to the virtual Shareholders' Meeting by means of electronic communication using the Internet Service and in this way participate in the meeting and exercise their voting rights and other shareholders' rights. The password-protected Internet Service for the Shareholders' Meeting ("Internet Service") can be accessed at

WWW.SIEMENS-ENERGY.COM/AGM-SERVICE

Section III.2 ("Prerequisites for attending the virtual Shareholders' Meeting and for exercising voting rights") describes how you can give notification of attendance at the Shareholders' Meeting, connect to the meeting electronically and exercise your voting rights. You can find information on transmission of the Shareholders' Meeting via audio and video stream in section III.2 c) ("Live transmission of the Shareholders' Meeting").

The voting rights of the shareholders and their proxy representatives are exercised exclusively - even if third parties are granted proxy authorization - by way of absentee voting (including by means of electronic communication) or by issuing proxy authorization and instructions to the proxy representatives nominated by the Company.

The place of the Shareholders' Meeting within the meaning of the German Stock Corporation Act (AktG) is Forum 1 on the campus of Siemens Energy AG, Otto-Hahn-Ring 6, 81739 Munich-Neuperlach, Germany. Shareholders and their proxy representatives (except for the proxy representatives nominated by the Company) will not have the right or opportunity to be physically present at the place of the meeting.

All members of the Executive Board and the Supervisory Board intend to attend the entire Annual Shareholders' Meeting.

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

4 Agenda

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

I. Agenda

1.  To receive and consider the adopted Annual Financial Statements of Siemens Energy AG and the approved Consolidated Financial Statements as of September 30, 2023, together with the Combined Management Report of Siemens Energy AG and the Siemens Energy Group as of September 30, 2023, as well as the Report of the Supervisory Board for fiscal year 2023

These documents also include the Explanatory Report on the information required pursuant to Section 289a, Section 315a of the German Commercial Code (HGB), the Corporate Governance Statement including the Corporate Governance reporting, and the Group Non-Financial Statement for fiscal year 2023.

The above-mentioneddocuments are available on the Company's website at WWW.SIEMENS-ENERGY.COM/ AGM and will also be available there during the Shareholders' Meeting. They will be explained in more detail at the Share- holders' Meeting.

In accordance with Section 172 of the German Stock Corporation Act (AktG), the Supervisory Board has already approved the Annual Financial Statements and the Consolidated Financial Statements prepared by the Executive Board; the Annual Financial Statements are thus adopted. In accordance with the relevant statutory provisions, no resolution on this Agenda Item will therefore be adopted.

2.  To resolve on the appropriation of the net income of Siemens Energy AG

The Supervisory Board and the Executive Board propose that the unappropriated net income of Siemens Energy AG for the fiscal year ended September 30, 2023, amounting to EUR 64,940,870.97, be carried forward in full to a new account. The net income will therefore be appropriated as follows:

Amount carried forward:

EUR 64,940,870.97

Unappropriated net income:

EUR 64,940,870.97

3.  To ratify the acts of the members of the Executive Board for the fiscal year 2023

The Supervisory Board and the Executive Board propose that the acts of the members of the Executive Board listed below under lit. a) to f) in fiscal year 2023 be ratified for that period:

  1. Dr.-Ing.Christian Bruch
    (President and Chief Executive Officer)
  2. Maria Ferraro
  3. Karim Amin
  4. Tim Oliver Holt
  5. Anne-LaureParrical de Chammard (since November 1, 2022)
  6. Vinod Philip (since October 1, 2022)

It is intended to let the Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Executive Board.

4.  To ratify the acts of the members of the Supervisory Board for the fiscal year 2023

The Supervisory Board and the Executive Board propose that the acts of the members of the Supervisory Board listed below under lit. a) to t) in fiscal year 2023 be ratified for that period:

  1. Joe Kaeser (Chairman)
  2. Robert Kensbock (First Deputy Chairman)
  3. Dr. Hubert Lienhard (Second Deputy Chairman)
  4. Günter Augustat
  5. Manfred Bäreis
  6. Manuel Bloemers
  7. Dr. Christine Bortenlänger
  8. Dr. Andrea Fehrmann
  9. Dr. Andreas Feldmüller
  10. Nadine Florian
  11. Sigmar Gabriel
  12. Horst Hakelberg
  13. Jürgen Kerner
  14. Hildegard Müller
  15. Laurence Mulliez
  16. Thomas Pfann
  17. Matthias Rebellius
  18. Prof. Dr. Ralf P. Thomas
  19. Geisha Jimenez Williams
  20. Randy Zwirn

It is intended to let the Shareholders' Meeting decide by separate ballot whether to ratify the acts of each individual member of the Supervisory Board.

Agenda 5

5.  To resolve on the appointment of the independent auditor for the audit of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2024 and for the review of the Half-year Financial Report

On the basis of the Audit Committee's recommendation, the Supervisory Board proposes that KPMG AG, Wirtschafts- prüfungsgesellschaft, Munich, be appointed to serve as independent auditor of the Annual Financial Statements and the Consolidated Financial Statements for fiscal year 2024 and auditor for the review of the condensed Financial Statements and the Interim Management Report for the Siemens Energy Group for the first half of fiscal year 2024.

The Audit Committee's recommendation was preceded by a selection procedure conducted in accordance with Art. 16 of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No 537/2014 of the Euro- pean Parliament and of the Council of 16 April 2014). The Audit Committee subsequently recommended KPMG AG Wirtschaftsprü­fungsgesellschaft,­ Munich, and ­PricewaterhouseCoopers GmbH Wirtschaftsprüfungs- gesellschaft, Frankfurt am Main, Germany, to the Super­ visory Board for the tendered audit engagement, stating the reasons for its decision, and expressed a duly justified preference for KPMG AG Wirtschaftsprüfungs­gesellschaft,­ Munich.

The Audit Committee has stated that its recommendation is free from improper influence by third parties and that no clause restricting the choice within the meaning of Art. 16 (6) of the EU Regulation on statutory auditors or audit firms (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014) has been imposed upon it.

6.  To resolve on the approval of the Compensation Report for fiscal year 2023 prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG)

The Executive Board and Supervisory Board have prepared a report on the compensation granted and owed to the members of the Executive Board and Supervisory Board of Siemens Energy AG in fiscal year 2023 in accordance with Section 162 of the German Stock Corporation Act (AktG). This report is presented to the Shareholders' Meeting for approval in accordance with Section 120a of the German Stock Corporation Act (AktG). The Compensation Report is reproduced after the Agenda under section II. Reports and

annexes on the agenda items.

The Compensation Report was audited by the independent auditor, Ernst & Young GmbH Wirtschaftsprüfungs- gesellschaft, Stuttgart, in accordance with Section 162 (3) of the German Stock Corporation Act (AktG). The audit report is attached to the Compensation Report of Siemens Energy AG.

The Supervisory Board and the Executive Board propose that the Compensation Report of Siemens Energy AG for fiscal year 2023, which has been prepared and audited in accordance with Section 162 of the German Stock Corporation Act (AktG), be approved.

7.  To resolve on elections to the Supervisory Board

Prof. Dr. Ralf P. Thomas and Mr. Randy Zwirn declared in writing to the Chairman of the Supervisory Board that they will resign from office effective the end of the Shareholders' Meeting on February 26, 2024. It is therefore necessary for the Shareholders' Meeting to elect two new Supervisory Board members representing the shareholders.

Pursuant to Section 96 (1) and Section 101 (1) of the German Stock Corporation Act (AktG) and pursuant to Section 7 (1) sentence 1 no. 3 of the German Co-determination Act (MitbestG), the Supervisory Board of Siemens Energy AG is composed of ten shareholder representatives and ten employee representatives. The term of office of the other eight shareholder representatives on the Supervisory Board, who were elected by the Shareholders' Meeting on February 10, 2021, runs until the end of the Shareholders' Meeting that ratifies the acts of the members of the Super­ visory Board for fiscal year 2024.

The employee representatives on the Supervisory Board, whose term of office will begin at the end of the Share- holders' Meeting on February 26, 2024, were elected on November 16, 2023, in accordance with the provisions of the German Co-determination Act (MitbestG) for a term of office until the end of the Shareholders' Meeting that ratifies the acts of the members of the Supervisory Board for fiscal year 2028.

Pursuant to Section 96 (2) sentence 1 of the German Stock Corporation Act (AktG), the Supervisory Board must comprise at least 30 percent women and at least 30 percent men. In accordance with Section 96 (2) sentence 4 of the German Stock Corporation Act (AktG), this ratio is to be mathematically rounded up or down in order to achieve full numbers of persons. The minimum quota must in principle be fulfilled by the Supervisory Board as a whole. Based on a majority resolution, the shareholder representatives have given notice to the Chairman of the Supervisory Board of their objection to joint compliance. Consequently, the shareholder representatives and the employee representatives on the Supervisory Board must each consist of at least three women and at least three men in order to ensure compliance with the minimum quota required by Section 96 (2) sentence 1 of the German Stock Corporation Act (AktG). The shareholders are currently represented on the Supervisory Board by four women and six men; the required minimum quota is therefore currently fulfilled by the shareholder representatives for both genders. Following the election of the new employee representatives on the Supervisory Board, three women and seven men will be members of the Supervisory Board representing the employees at the end of the Shareholders' Meeting on

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

6

Agenda

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

February 26, 2024, meaning that the required minimum quota will also be fulfilled on the part of the employee representatives.

After the election of the candidates nominated by the Supervisory Board, the shareholder representatives on the Supervisory Board would consist of six women and four men, meaning that the required minimum quota would still be fulfilled.

The election nomination by the Supervisory Board is based on the recommendation of its Nomination Committee, takes into account the objectives of the Supervisory Board's composition resolved by the Supervisory Board and aims to ensure that the profile of skills and expertise and the diversity concept formulated by the Supervisory Board for the Board as a whole are achieved. The objectives, profile of skills and expertise and diversity concept were adopted by the Supervisory Board in September 2022 and are published

  • along with the implementation status - in the Corporate Governance Statement for fiscal year 2023. This statement is contained in the Annual Report 2023 and is among the materials specified in Agenda Item 1, which are available on the Internet at WWW.SIEMENS-ENERGY.COM/AGMand will also be available there during the Shareholders' Meeting.

The candidates proposed below are not to be elected for the regular five-year term of office envisaged in Section 7 (2) of the Articles of Association. Instead, the option also provided for in Section 7 (2) of the Articles of Association to determine a different term of office as part of an election is to be utilized and the members are to be elected only for a term of office of three and four years, respectively. The intention is to strengthen shareholders' election rights and to address the requirements of modern corporate governance.

The Supervisory Board proposes that

  1. Prof. Dr. Veronika Grimm, resident at Nuremberg, Germany, University Professor,
    and
  2. Ms. Simone Menne, resident at Kiel, Germany, Member of various Supervisory Boards,

be elected as shareholder representatives to the Supervisory Board with effect from the end of the Shareholders' Meeting. The candidate proposed under lit. a) shall be appointed for a term of office until the end of the Shareholders' Meeting that ratifies the acts of the members of the Supervisory Board for the second fiscal year following the start of the term of office and the candidate proposed under lit. b) shall be appointed for a term of office until the end of the Shareholders' Meeting that ratifies the acts of the members of the Supervisory Board for the third fiscal year following the start of the term of office. In each case, the fiscal year in which the term of office begins is not counted in that.

It is intended to let the Shareholders' Meeting decide on the election of the shareholder representa-tives on the Supervisory Board by separate ballot.

Further information on the candidates nominated for election to the Supervisory Board is reproduced after the Agenda in

  1. Reports and annexes on the agenda items. A qualifica- tion matrix with information on the proposed candidates is available on our website atWWW.SIEMENS-ENERGY.COM/

AGM.

8.  To resolve on the compensation for members of the Supervisory Board and related amendments to the Articles of Association

The currently applicable compensation regulations for the Supervisory Board contained in Section 12 of the Articles of Association of Siemens Energy AG correspond to the compensation system for the Supervisory Board that was confirmed by the Shareholders' Meeting on February 10, 2021, with 98.9% of the votes cast. The committee of the Supervisory Board of Siemens Energy AG that resolves on transactions with related parties has been disbanded. Its duties have now been assumed by the full Supervisory Board. In addition, it is being considered to establish a Compensation Committee which, in particular, will submit proposals to the full Super­ visory Board on decisions relating to the compensation of the members of the Executive Board and the preparation of the Compensation Report, and will prepare the resolution of the full Supervisory Board on the compensation system for the Executive Board and the Supervisory Board and its regular review. The work of the members of the Supervisory Board on the Compensation Committee, is to be remunerated if it is established on a permanent basis. Based on the compensation system for Supervisory Board members presented under lit. a) below, the current provisions in Section 12 of the Articles of Association are thus to be amended. The amendments to Section 12 of the Articles of Association are confined to its paragraph 2.

The Supervisory Board - on the basis of its Presiding Commit- tee's recommendation - and the Executive Board propose that the following resolution be approved and adopted:

  1. Compensation system for members of the Supervisory Board
    The compensation system for members of the Super­ visory Board provides for a pure fixed compensation plus an attendance fee, with no variable components and no share-based compensation. Granting a pure fixed compensation is for the most part common practice at other listed companies and has proven its worth. The Executive Board and the Supervisory Board are of the opinion that a pure fixed compensation for the Super­ visory Board members is best suited to strengthen the Supervisory Board's independence as well as to enable it to perform its advisory and oversight functions independently of the Company's success. A pure fixed compensation for Supervisory Board members is also envisaged in suggestion G.18 sentence 1 of the German Corporate Governance Code.

The Supervisory Board's compensation comprises the following components: In accordance with the provisions set out in the Articles of Association, the fixed annual base compensation for the Chairman of the Supervisory Board is EUR 240,000, for each Deputy Chairman EUR 180,000, and for each other member of the Supervisory Board EUR 120,000. In accordance with the recommendations in the German Corporate Governance Code, the compensation paid to the Chairman and Deputy Chairman of the Supervisory Board takes account of their larger time commitment. The same applies to persons who chair or are members of commit- tees. The chair of the Audit Committee and the chair of the Presiding Committee (Präsidium) each receive an additional EUR 120,000, and each other member receives EUR 60,000, for each full fiscal year for their work on these committees. The chair of the Sustainability and Finance Committee and the chair of the Compensation Committee receive an additional EUR 70,000 a year in each case and each other member of the Sustainability and Finance Committee and of the Compensation Committee receives an additional EUR 40,000 a year in each case, provided the committee in question is formed permanently. Due to the particular importance and requirements of the duties of the Audit Committee and the Presiding Committee, the work of Supervisory Board members on these committees is remunerated at a higher rate than on the other committees. Moreover, every member of the Supervisory Board and its committees additionally receives an attendance fee as defined in the Articles of Association for each meeting of the Supervisory Board or its committees he or she attends. It is EUR 1,500 for each meeting and, in the case of several meetings occurring on the same day, the attendance fee is a maximum of EUR 3,000 per day. The upper limit for the compensation of Supervisory Board members is the sum total of the fixed compensation, the amount of which depends specifically on the duties assumed on the Supervisory Board or its committees, and the attendance fee, which is based on attendance at Supervisory Board and committee meetings. There is no fixed amount set for the maximum compensation for members of the Supervisory Board. The Supervisory Board members are included into a D&O liability insurance for board members which is taken out by the Company and the premiums for which are paid by Siemens Energy AG. Moreover, the Company reimburses all Supervisory Board members for their expenses and value added tax levied on their salaries, if applicable.

The level and structure of Supervisory Board compensation is in line with the market - particularly in view of the Supervisory Board compensation paid by other listed companies in Germany - and means the Company is and will be able to attract and retain outstandingly qualified candidates for the Supervisory Board. That is vital to ensuring the best-possible exercise of the Super­

Agenda

visory Board's advisory and oversight duties, and that also makes a key contribution to supporting Siemens Energy AG's business strategy and promoting its long- term development.

The fixed compensation is due for payment after the Shareholders' Meeting that accepts, or decides on the approval of, the Annual Financial Statements for the prior fiscal year. The attendance fees for the meetings held in a quarter are paid within one month of the end of each quarter. There are no further deferral periods for the payment of compensation components.

The compensation of the members of the Supervisory Board is governed definitively by the Articles of Associa- tion; there are no ancillary or supplementary agreements. The compensation is linked to the duration of the appointment as a member of the Supervisory Board. Supervisory Board members who are members of the Supervisory Board or a committee, or who have chaired a committee, for only part of the fiscal year receive a lower fixed compensation in proportion to the time for which they have served (pro rata adjustment). The compensation is adjusted on a pro rata temporis basis, rounding up to full months. No commitments have been given as regards severance payment, pension or early retirement arrangements.

The compensation rules apply equally to shareholder representatives and employee representatives on the Supervisory Board. The compensation and employment terms of the employees were and are of no significance for the Supervisory Board's compensation system. That is due to the fact that the Supervisory Board's compensation is granted for an activity which fundamentally differs from the activity of the employees of Siemens Energy AG and the Siemens Energy Group and, consequently, such a vertical comparison with the employee compensation is ruled out.

The Supervisory Board's compensation system is adopted by the Shareholders' Meeting at the proposal of the Executive Board and the Supervisory Board. The compensation is governed in the Company's Articles of Association. The Executive Board and Supervisory Board review regularly, at the latest every four years, whether the level and structure of the compensation are still in line with the market and are commensurate with the duties of the Supervisory Board and the Company's situation. To enable that, the Supervisory Board undertakes a horizontal market comparison. The Supervisory Board may obtain advice from an independent external expert as part of that. If there is cause to change the compensation system for the Supervisory Board, the Executive Board and Supervisory Board submit a proposal to the Shareholders' Meeting to amend the provisions of the Articles of Association on Supervisory Board compensation.

7

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

8 Agenda

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

Any conflicts of interest in the review of the compensation system are countered by the division of powers under the law, since the final decision-making authority on Supervisory Board compensation is assigned to the Shareholders' Meeting and a resolution proposal is submitted to it by both the Executive Board and the Supervisory Board. This means that a system of mutual control is already provided for in the statutory regu- lations. Otherwise, the general rules for conflicts of interest apply, according to which such conflicts must in particular be disclosed and addressed appropriately.

  1. Section 12 of the Articles of Association shall be amended to read as follows:
    "§ 12 Compensation
    1. The members of the Supervisory Board shall receive a fixed basic remuneration of EUR 120,000.00 for each full fiscal year. This basic remuneration is increased for the chair of the Supervisory Board by an additional EUR 120,000.00 and for each deputy chair by EUR 60,000.00 for each full fiscal year.
    2. For their services on the Supervisory Board commit- tees, additional compensation shall be paid for each full fiscal year as follows:
      1. to the chair of the Audit Committee and the chair of the Presiding Committee (Präsidium): EUR 120,000.00 in each case; to each other member of the Audit Committee and of the Presiding Committee: EUR 60,000.00 in each case;
      2. to the chair of the Sustainability and Finance Committee and to the chair of the Compensation Committee EUR 70,000.00 in each case and to each other member of these committees EUR 40,000.00,

provided the committee in question is formed permanently.

  1. In the case of changes to the Supervisory Board or its committees within the course of a year, the remuneration shall be calculated pro rata temporis, rounding up to full months.
  2. The remuneration shall be due for payment after the Shareholders' Meeting that accepts, or decides on the approval of, the annual financial statements for the prior fiscal year.
  3. In addition to the above, the Supervisory Board members shall be paid an attendance fee amounting to EUR 1,500.00 for each Supervisory Board meeting and committee meeting which they attend; in the case of several meetings which occur on the same day, the attendance fee shall not exceed EUR 3,000.00 per day. Attendance shall also include attendance via telephone or other means

of electronic communication (in particular video transmission). The attendance fee for the meetings which have been held in a given quarter shall be paid within a month of the end of each quarter.

    1. The Supervisory Board members shall be included into a D&O liability insurance for board members and certain employees of the Siemens Energy Group taken out with a reasonable amount of cover by the Company in the interests of the Company, in as far as such insurance has been taken out. The premiums shall be paid by the Company. Moreover, the Company shall reimburse all Supervisory Board members for their expenses and value added tax levied on their salaries."
  2. The above amendment to the compensation regulation shall apply for the period from March 1, 2024.

9.  To resolve on the cancellation of the Authorized Capital 2023 with simultaneous creation of a new authorized capital (Authorized Capital 2024) against contributions in cash and/or in kind with the authorization to exclude subscription rights, and related amendment to the Articles of Association

On February 7, 2023, the Shareholders' Meeting authorized the Executive Board under Agenda Item 10 to increase the capital stock in the period up to the end of February 6, 2028, with the approval of the Supervisory Board, by up to EUR 363,322,596.00 nominal through the issuance of up to 363,322,596 no par value shares registered in the name of the holders against contributions in cash and/or in kind (Authorized Capital 2023). The Company utilized this authorization on March 15, 2023, and issued 72,664,519 shares against contributions in cash, with shareholders' subscription rights excluded. As a result, the Company's capital stock has increased to EUR 799,309,712.00, divided into 799,309,712 no par value shares. As a result of this utilization, the Authorized Capital 2023 has been reduced to an amount of EUR 290,658,077.00 and the authorization of the Executive Board to exclude subscription rights when issuing new shares has been exhausted.

So that the Company has flexibility in meeting any possible need for financing in the future, too, the Authorized Capital 2023 is to be canceled and replaced by a new authorized capital in the amount of EUR 399,654,856.00 and thus no more than 50% of the Company's capital stock at the time this resolution is adopted (Authorized Capital 2024). To this end, Section 4 (5) of the Articles of Association is to be amended accordingly.

The Company does not have any further authorized capital. In total, the volume of (i) shares that can be issued from the Authorized Capital 2024 and (ii) shares that have been issued or granted or are to be issued or granted to service

Agenda 9

a convertible bond or warrant bond issued with or without subscription rights excluded, provided said bond was issued during the term of the Authorized Capital 2024, is to be limited to EUR 399,654,856.00 nominal and thus no more than 50% of the capital stock at the time this resolution is adopted.

The written report of the Executive Board in accordance with Section 203 (2) in conjunction with Section 186 (4) sentence 2 of the German Stock Corporation Act (AktG) on the reasons for authorizing the Executive Board to exclude the shareholders' subscription rights is available on the Internet at WWW.SIEMENS-ENERGY.COM/AGMas of the date notice of the Shareholders' Meeting has been given and will also be available for the shareholders to inspect during the Shareholders' Meeting.

The Supervisory Board and the Executive Board propose that the Shareholders' Meeting approve and adopt the following resolution:

  1. Upon entry of the Authorized Capital 2024 proposed under lit. b) below in the commercial register, the autho- rization of the Company's Executive Board pursuant to Section 4 (5) of the Articles of Association to increase the capital stock, with the approval of the Supervisory Board, during the period up to the end of February 6, 2028, against contributions in cash and/or in kind (Authorized Capital 2023) is hereby canceled.
  2. A new authorized capital in the amount of EUR 399,654,856.00 is created, whereby the Executive Board is authorized with the approval of the Super­ visory Board to increase the capital stock, if applicable with the exclusion of subscription rights, by up to EUR 399,654,856.00 through the issuance of new shares against contributions in cash and/or in kind (Authorized Capital 2024). To enable that, Section 4 (5) of the Articles of Association shall be amended to read as follows:
    "The Executive Board is authorized to increase the capital stock until the end of February 25, 2029, with the approval of the Supervisory Board, by up to EUR 399,654,856.00 nominal through the issuance of up to 399,654,856 no par value shares registered in the name of the holders against contributions in cash and/or in kind (Authorized Capital 2024). In total, the volume of (i) shares that are issued from the Authorized Capital 2024 and (ii) shares that have been issued or granted or are to be issued or granted to service a convertible bond or warrant bond issued with or without subscription rights excluded, provided said bond was issued during the term of the Authorized Capital 2024, shall be limited to EUR 399,654,856.00 nominal.
    The authorization may be used once or multiple times, and all at once or in installments. The new shares shall participate in profits from the beginning of the fiscal year in which they have been issued. To the extent permitted by law, the Executive Board, with the approval

of the Supervisory Board, can stipulate in deviation from the above and Section 60 (2) of the German Stock Corporation Act (AktG) that the new shares shall participate in profits from the beginning of a fiscal year that has already ended and for which no resolution on appropriation of the net income has been adopted by the Shareholders' Meeting at the time the shares are issued. With the approval of the Supervisory Board, the Executive Board shall be authorized to determine the further details of the share rights and the terms and conditions of share issuance, in particular the issue price.

The new shares must generally be offered to the shareholders for subscription; in accordance with Section 186 (5) sentence 1 of the German Stock Corporation Act (AktG), they can also be assumed by credit institutions and other issuing houses with the obligation that they must be offered to the shareholders for subscription (indirect subscription right). However, with the approval of the Supervisory Board, the Executive Board is authorized to exclude shareholders' subscription rights in whole or in part,

  • to grant new shares to employees of the Company and its Group companies and to members of the representative bodies of Group companies of the Company under share-based compensation or employee share programs. To the extent permitted by Section 204 (3) sentence 1 of the German Stock Corporation Act (AktG), the new shares may also be issued by covering the contribution to be made for them from the part of the annual net profit which the Executive Board and the Supervisory Board are permitted to incorporate into other retained earn- ings pursuant to Section 58 (2) of the German Stock Corporation Act (AktG). The calculated proportion of the capital stock attributable to shares issued from the Authorized Capital 2024 with the exclusion of shareholders' subscription rights for the purposes of share-based compensation or employee share programs to employees of the Company and its Group companies and to members of the representative bodies of Group companies of the Company may not exceed a total of 10% of the capital stock. Applicable in each case is the capital stock of the Company at the time this authorization becomes effective or, if this amount is lower, at the time at which this authorization is used. The above capital limit of 10% of the capital stock shall include the pro rata amount of the capital stock attributable to treasury shares used during the term of the Authorized Capital 2024 pursuant to a corresponding authorization to use treasury shares in accordance with Section 71 (1) no. 8 of the German Stock Corporation Act (AktG) for the purposes of share-based compensation or employee share programs for employees of the Company and its Group companies, for members of the representative bodies of Group companies of the Company and for

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

10 Agenda

Siemens Energy   -Notice of Annual Shareholders' Meeting 2024

members of the Company's Executive Board as part of Executive Board compensation. The issuance of shares from the Authorized Capital 2024 for the purposes of compensation for members of the Company's Executive Board is excluded;

  • in as far as this is necessary for fractional amounts resulting from the subscription ratio;
  • in order to grant holders/creditors of conversion/ option rights to shares of the Company or debtors of conversion/option obligations under bonds issued or guaranteed by the Company or any of its Group companies subscription rights as compensation against effects of dilution to the extent to which they would be entitled to such rights upon exercising such conversion/option rights or fulfilling such conversion/ option obligations;
  • provided that the issue price of the new shares in the case of a capital increase against contributions in cash is not significantly lower than the stock exchange price of the Company's listed shares. The calculated propor- tion of the capital stock attributable to the shares issued in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG) against contributions in cash with the exclusion of subscription rights must not exceed a total of 10% of the capital stock. Applicable in this case is the capital stock at the time this authorization becomes effective or, if this amount is lower, at the time at which this autho- rization is used. This limit shall include shares issued or sold in direct or mutatis mutandis application of Section 186 (3) sentence 4 of the German Stock Corpo- ration Act (AktG) during the term of this authorization up to the time of it being used. Likewise included are shares that have been issued or granted or are to be issued or granted on the basis of a convertible bond or warrant bond issued during the term of this authori- zation, with shareholders' subscription rights excluded in accordance with Section 186 (3) sentence 4 of the German Stock Corporation Act (AktG);
  • in the case of capital increases against contributions in kind, particularly in connection with business combinations or the direct or indirect acquisition of companies, businesses, parts of companies, equity interests or other assets or rights to acquire assets, including receivables against the Company or its Group companies;
  • through the implementation of a so-called share dividend, in which the shareholders are given the opportunity to contribute to the Company their dividend entitlement (either entirely or partially) as a contribution in kind in exchange for the grant of new shares from the Authorized Capital 2024.

The calculated proportion of the capital stock attribut- able, in aggregate, to the shares issued from the Authorized Capital 2024 with the exclusion of shareholders'

subscription rights may not exceed 10% of the capital stock at the time the authorization becomes effective or, if it is lower, of the capital stock at the time the authorization is used. This capital limit shall not include the pro rata capital stock attributable to shares issued from the Authorized Capital 2024 for the purposes of share-based compensation or employee share programs to employees of the Company and its Group companies and to members of the representative bodies of Group companies of the Company and for fractional amounts. However, the above-mentioned capital limit shall include the pro rata capital stock attributable to shares that have been issued or granted or are to be issued or granted on the basis of a convertible bond or warrant bond issued during the term of the Authorized Capital 2024, with shareholders' subscription rights excluded.

With the approval of the Supervisory Board, the Executive Board shall also be authorized to determine the further details of the share rights and the terms and conditions of share issuance, unless the Supervisory Board decides thereon as part of the arrangements for Executive Board compensation.

The Supervisory Board shall be authorized to amend the version of the Articles of Association after the increase in the capital stock has been carried out in full or in part through utilization of the Authorized Capital 2024 and after expiration of the effective term of the authorization."

The Executive Board is instructed to apply for registration of the cancellation of the existing Authorized Capital 2023 pursuant to lit. a) and of the resolution passed on Section 4 (5) of the Articles of Association pursuant to lit. b) with the commercial register subject to the proviso that registration will be made in the order set out before and that the registration of the cancellation of the existing Authorized Capital 2023 pursuant to lit. a) will not be effected until it is safeguarded that the resolution on Section 4 (5) of the Articles of Association pursuant to lit. b) will be registered immediately thereafter.

10.  To resolve on the cancellation of the existing authorization with simultaneous creation of a new authorization for the Executive Board to issue convertible bonds/warrant bonds and to exclude shareholders' subscription rights, the cancellation of the existing Conditional Capital 2023 with the simultaneous creation of a new conditional capital (Conditional Capital 2024), and related amendments to the Articles of Association

On February 7, 2023, the Shareholders' Meeting authorized the Executive Board under Agenda Item 11 to issue subordinated or unsubordinated convertible bonds/warrant bonds once or several times, including simultaneously in different tranches, in the total nominal amount of up to

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Siemens Energy AG published this content on 20 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 December 2023 14:42:41 UTC.